Sysco Corporation DRIP with Optional Investments Final

[Pages:10]Broadridge DRP

A Stock Purchase, Sale and Dividend Reinvestment Plan For

Sysco Corporation Administered by

Broadridge Corporate Issuer Solutions, Inc.

Broadridge Corporate Issuer Solutions, Inc. ("Broadridge") is pleased to administer and provide access to a Stock Purchase and Dividend Reinvestment Plan (the "Plan", or "DRP"), which offers a means by which existing registered shareholders who hold qualified, freely tradable shares of Sysco Corporation can submit requests to buy or sell shares through a registered broker-dealer, without opening a brokerage account. As administrator of the Plan, Broadridge is acting on behalf of Sysco Corporation. Broadridge is not acting as a broker-dealer and will not execute any purchase or sale on behalf of such persons. Rather, Broadridge will forward requests to purchase or sell such shares to a broker-dealer appointed by Broadridge, including possibly a broker-dealer affiliated with Broadridge, who will execute the transaction. Prior to enrolling in the Plan, you should review and understand the Overview, Questions and Answers, Additional Terms and Conditions, and Fee Schedule of the Plan, all following this cover page. If you choose to purchase or sell registered shares through the Plan, unlike a stock brokerage account, the timing, pricing and manner of transactions through the Plan will be subject to the provisions of the Plan and will be outside your control. There are fees associated with effectuating transactions under the Plan, which are set forth in the Questions and Answers, Additional Terms and Conditions, and Fee Schedule of the Plan, all following this cover page. Please review such fees carefully. The Plan is sponsored and administered by Broadridge and not Sysco Corporation. If you have general questions about the Plan, you may contact Broadridge at the toll-free number listed in the Additional Terms and Conditions section.

BROADRIDGE DRP FOR SYSCO CORPORATION ? 9/14/2018

Overview

The Broadridge DRP is a share purchase, sale, and dividend reinvestment plan that provides an alternative to traditional methods of buying, holding, and selling shares in Sysco Corporation, allowing you to build your investment over the long term.

Broadridge's DRP allows you to:

? Make optional cash investments through delivery of a check or by setting up automatic bank debits on a one-time or recurring basis.

? Purchase in dollar amounts, rather than for a certain amount of shares, allowing you to maintain both full and fractional shares.

o Combine these choices. For example, you may choose to purchase every month through automatic monthly deductions and supplement with occasional purchases by check.

? Save money. Broadridge DRP fees are generally lower than commissions and fees charged by a stockbroker.

? Automatically build your investment over time by participating in automatic dividend reinvestment on all or a portion of your dividend.

? Eliminate the need to keep stock certificates in safe-keeping by depositing them into the plan.

Eligibility

The Broadridge DRP is available for current registered shareholders only. Regulations in certain countries may, however, limit or prohibit participation in this type of Plan. Persons residing outside the United States who wish to participate in the Broadridge DRP should first contact their financial or legal advisors to determine whether they are subject to any governmental regulations prohibiting their participation. This document provides a general overview and summary of the DRP. Please be sure you read and understand the full Plan Terms and Conditions before enrolling in the Broadridge DRP.

Questions and Answers

How do I enroll in the Broadridge DRP?

An existing investor can enroll in the Broadridge DRP online through our website at simply by creating a profile and logging into its account.

If preferred, you can enroll by completing and submitting an Enrollment Form, which can be obtained from our website or by contacting Broadridge at 1-888-225-5799 (toll-free) and requesting a form to be mailed to you.

Minimum and maximum investment amounts, as well as any applicable fees, can be found in these Questions and Answers, Additional Terms and Conditions and Fee Schedule. Broadridge will purchase whole shares and allocate fractional shares of Sysco Corporation's stock to equal the dollar amount of your investment, less any applicable fees.

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How do I purchase additional stock?

As a Plan Participant, you have two methods to purchase additional stock.

? You may authorize a one-time or recurring deduction from your bank account by logging into your account on our website and selecting the "Purchase Shares" link. If preferred, you can submit a Stock Purchase Coupon by mail. You can download the form from our website or by contacting Broadridge at 1-888-225-5799 and requesting a form to be mailed.

? You may, at any time, make optional cash investments by sending a check (U.S. dollar), made payable to "Broadridge", along with a completed Stock Purchase Form available for download on our website.

As an added security measure, Broadridge applies a five (5) business day hold period to the initial association of banking account information to your investor account, as well as changes made to established direct deposit. This hold period helps prevent unauthorized transactions.

Broadridge will submit your request to the registered broker-dealer utilized by the Plan to purchase whole shares and allocate any fractional shares of Sysco Corporation to equal each amount you invest, less any applicable fees. Any fees, as well as minimum and maximum purchase amounts, can be found in the Plan Terms and Conditions. Keep in mind that the value of the stock can fluctuate. The past performance of Sysco Corporation's stock is not necessarily an indicator of future performance. There can be no guarantee that the stock you purchase through the Broadridge DRP will increase in value or retain its current value.

When are shares purchased?

Regarding purchases of shares, Broadridge aggregates all requests to purchase shares received from Plan Participants. A registered broker-dealer engaged by Broadridge (which may be an affiliate of Broadridge) then purchases the total shares on the open market. This broker-dealer will receive brokerage fees and commissions in connection with effectuating such transactions. The applicable price per share cannot be determined prior to the purchase. The shares acquired will reflect any applicable transaction fees and brokerage commissions and shall be the average weighted price for all shares purchased for the Plan Participant on the applicable trade date(s).

Broadridge will credit your account for all full and fractional shares (to three (3) decimal places) purchased by the broker on your behalf. Depending on the number of shares being purchased and current trading volume in the shares, purchases may be executed in multiple transactions and may take more than one day to complete. Broadridge will record a Plan Participant's shares in book-entry form and will not issue physical certificates. Broadridge will normally mail a transaction confirmation by first class mail within five (5) - seven (7) business days following the final trade settlement date showing, among other things, the purchase price, any applicable transaction fees, brokerage commissions and the number of shares credited to your Plan account. Once a purchase of shares is completed, a Plan Participant will have all the rights of a shareholder in Sysco Corporation.

May I contribute shares I already own into my DRP account?

Yes. If you hold paper stock certificates, you may send them unsigned to the address shown at the end of this Plan document via overnight delivery or some other form of traceable mail properly insured through the mail carrier, with return receipt requested. You may also contribute any book-entry shares to your DRP account. Please call Broadridge at 1-888-225-5799 for more information. Broadridge will credit your book-entry registered shares to your DRP account free of charge.

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Can shares bought through the Broadridge DRP be issued in certificate form?

Shares bought through the Broadridge DRP will be issued and held in book-entry form only.

Can my dividends from my DRP shares be reinvested?

You may choose to reinvest dividends on shares. Please see the Enrollment Form for participation options available. Broadridge will instruct the broker-dealer utilized by the Plan to purchase whole shares and allocate any fractional shares of stock to equal the dollar amount of the reinvested dividends, less any applicable fees and tax withholdings. See the Plan Terms and Conditions for specific details on dividend reinvestment.

You may change your reinvestment instruction through our website by logging into your shareholder account or in writing at any time. If Broadridge receives the notice of change near an upcoming dividend record date, Broadridge may defer changing your reinvestment option until the next dividend payment date.

How do I transfer or gift shares?

You may transfer or gift shares from your DRP account by completing a Legal Transfer Form. A Legal Transfer Form is available to download and print at , which is to be used to instruct Broadridge to whom the shares are to be delivered. Transfers may be made in bookentry form only. Alternatively, you may contact Broadridge at the following toll-free number 1-888-2255799 and request Broadridge to mail you the Legal Transfer Form.

How do I sell shares?

If you are a registered shareholder in Sysco Corporation, you can sell qualified shares through the Plan by logging onto your account at , by contacting us at 1-888-2255799 or by signing and returning a hard copy of the Shareholder Sale Request Form. All registered shareholders must sign the Shareholder Sale Request Form. If you need a Shareholder Sale Request Form, you can obtain one by contacting Broadridge or by downloading and printing one directly from our website. Sale orders via telephone carry a $50,000 value limit. Anything above this value limit will have to be submitted via our website or in writing.

You may instruct the Plan Administrator to sell shares under the Plan through a Batch Order, Market Order, or a Day Limit Order, if available at the Plan Administrator. Please be aware that all sales options may not be available at all times and options are pending availability at the Plan Administrator.

A check for the proceeds of the sale of shares less applicable taxes, transactions fees and brokerage commissions, together with a summary transaction statement, will normally be mailed to the participating shareholder by first class mail within two (2) business days after the final trade settlement date. All sale orders are considered irrevocable upon final submission of the order and cannot be cancelled.

More information regarding the terms and conditions of sales is located in the "Additional Terms and Conditions" section of this document. Please be sure to read and understand all of these terms prior to submitting any sales requests.

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How do I keep track of my investments?

Broadridge offers online access to your account holdings at . Once logged into your shareholder account, you can then view your current holdings, recent transactions, as well as account statements and tax documents. While periodic statements can be mailed to you, Broadridge offers you the convenience of electronic delivery for account documents that are otherwise sent in paper form via postal mail. Simply log into your shareholder account, choose the document type and consent.

What documents will I receive from Broadridge so I may file my taxes?

Broadridge will send a Form 1099-DIV to you and the U.S. Internal Revenue Service after each yearend, reporting any dividend income you received during the year (which may consist of dividends and any applicable fees paid on your behalf by Sysco Corporation). If you sell shares through the Broadridge DRP, Broadridge will send a Form 1099-B to you and the U.S. Internal Revenue Service showing the total proceeds of the transactions. For non-U.S. persons, Broadridge will send a Form 1042-S to you and the U.S. Internal Revenue Service after each year-end, reporting any dividend income you have received during the year. We recommend that you keep your Broadridge statements, which are helpful for record keeping and tax purposes. Electronic copies of these tax forms are also available online by logging into your shareholder account at .

How do I terminate my participation in the Plan?

Termination requests can be made by returning the sales coupon located at the bottom of your Plan statement and selecting the "Terminate Plan Participation" checkbox. The coupon should be signed by all registered holders and mailed to Broadridge at the address listed below. All whole shares will be converted to book-entry in DRS and fractional shares will be sold. For specific information about the process and timing of termination of your participation, see the "Plan Terms and Conditions" section.

What if I have questions and want to contact Broadridge regarding the DRP or other Broadridge services?

Many of your questions can be answered by visiting the Knowledge Center on our website. You can also contact us via our call center, through mail, or by e-mail. See our "Contact Information" section.

Additional Terms and Conditions

Current registered shareholders in Sysco Corporation can purchase qualified shares through the Plan by visiting .

If preferred, existing investors can enroll by completing and submitting an Enrollment Form, which can be obtained on our website or by contacting Broadridge at 1-888-225-5799 and requesting a form to be mailed.

Broadridge will hold any personal information you provide, as administrator of the Plan and on behalf of Sysco Corporation, pursuant to our Privacy Statement, which can be found at .

The ability to purchase or sell shares through the Plan is intended to be a convenience. However, you may find it more convenient or economical to effect such purchases or sales through a broker of your choice. Participation in the Plan is strictly voluntary. Individuals participating in the Plan should be aware that the share price may fluctuate between the time your transaction request is received and the time the transaction is effected on the open market. This price risk will be borne solely by you. Broadridge may, but is not obligated to, accept written requests to revoke transaction requests.

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Purchases

Broadridge aggregates all requests to purchase shares received from Plan Participants. A registered broker-dealer engaged by Broadridge (which may be an affiliate of Broadridge) then purchases the total shares on the open market. This broker-dealer will receive brokerage fees and commissions in connection with effectuating such transactions. The applicable price per share cannot be determined prior to the purchase. The shares acquired will reflect any applicable transaction fees and brokerage commissions and shall be the average weighted price for all shares purchased for the Plan Participant on the applicable trade date(s).

Broadridge will credit your account for all full and fractional shares (to three (3) decimal places) purchased by the broker on your behalf. Depending on the number of shares being purchased and current trading volume in the shares, purchases may be executed in multiple transactions and may take more than one day to complete. Broadridge will record a Plan Participant's shares in book-entry form and generally will not issue physical certificates. Broadridge will normally mail a transaction confirmation by first class mail within five (5) to seven (7) business days following the final trade settlement date. The statement will normally display the purchase price, any applicable transaction fees, brokerage commissions and the number of shares credited to your Plan account. Once a purchase of shares is completed, a Plan Participant will have all the rights of a shareholder in Sysco Corporation.

Optional Investments

Additional shares of common stock in Sysco Corporation can be purchased by using the Plan's optional investment feature. Optional cash investments can be made through check (U.S. dollars) made payable to "Broadridge" or by authorizing recurring or one-time direct debits from a checking or savings account. All optional investments are subject to minimum and maximum investment limitations as outlined below. Participating shareholders are not obligated to make optional investments at any time under the Plan.

Broadridge will utilize the optional cash investments to make purchases through the broker-dealer utilized by the Plan on the open market promptly on the applicable investment date. The investment date for optional investments will occur on the 4th Friday of each month, or, if that day is not a business day, the business day immediately following that investment date. Broadridge must receive funds for optional investments no later than three (3) business days before any investment date otherwise, Broadridge may hold those funds and invest them beginning on the next investment date. No interest will be paid on funds held by Broadridge pending investment. Accordingly, you may wish to transmit any such investments so as to reach Broadridge quickly in order to minimize any time period during which your funds are not invested. Dividend payments that you have designated for reinvestment will be invested on the dividend payable date or on the investment date immediately following such dividend payable date where receipt has been made from Sysco Corporation, and in any case within 30 days of such date. All purchases are subject to market availability and the liquidity of stock on the open market.

Method of Payment ? Optional Investments

? Check - optional investments can be made during any month by delivering to Broadridge a completed purchase coupon (the tear-off portion located on the bottom of your statement or transaction advice) or Stock Purchase Form, and a personal check, money order, or bank check made payable in U.S. dollars from a U.S. bank to "Broadridge". Cash payments will not be accepted.

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? Automatic Bank Draft - optional investments can be made by authorizing Broadridge to deduct a set amount ($100.00 minimum) from a U.S. checking, savings, or credit union account, either on a one-time or recurring basis, either by our website or by completing and signing the Authorization for Recurring Investments ? Optional section of the Enrollment Form. The form should be mailed to Broadridge with a voided check for the bank account from which funds are to be drafted. Monthly investments will be drawn on the associated bank account 5 business days prior to the Investment Date each month or, if that date falls on a non-business day, the next business day. One-time investments will be drawn as soon as practicable, but investors should allow up to four weeks for the first automatic bank draft to be initiated. In order to cancel a bank draft, a request should be made to Broadridge, in writing, at least ten business days prior to the next automatic bank draft date in order for the termination to take place.

As an added security measure, Broadridge applies a five (5) business day hold period to the initial association of banking account information to your investor account, as well as changes made to established direct deposit or direct debit instructions. This hold period helps prevent unauthorized transactions.

If a Plan Participant's optional investment, either through check or bank draft, is returned/rejected for any reason, the corresponding request for purchase will be considered voided. Any shares that were purchased will be removed from the Plan Participant's account and can be sold at Broadridge's discretion. Broadridge will also retain the right to liquidate any additional shares, as necessary on a Plan Participant's account, to cover any costs associated with the returned/rejected payment.

Dividend Reinvestment:

You may choose to reinvest all or a portion of your dividends on shares. Following your instructions, Broadridge will apply all or a part of the cash dividend to the purchase of additional shares in the dividend issuing company. If no dividend election is made, a default election will be made of full reinvestment. Broadridge will cause the broker-dealer utilized by the Plan to purchase whole shares and allocate any fractional shares of stock to equal the dollar amount of the reinvested dividends, less any applicable fees and tax withholdings. Such purchases will be completed pursuant to the usual share purchase process described under the Purchases caption, above.

You may change your reinvestment election through our website or in writing at any time. Any changes to dividend elections that are received after record date for an upcoming dividend will not be effective until the next dividend payment date. This should be taken into account when submitting or sending any requests to change dividend elections.

Sales: ? Batch Sales - A registered shareholder who holds qualified shares of Sysco Corporation in Direct Registration Form (i.e., shares held electronically or by book entry) can submit requests to sell their shares through a registered broker-dealer by initiating a sale through our website at by logging into your shareholder account, by contacting Broadridge at 1-888-225-5799, or through the mail at any time. Broadridge will promptly forward such requests to the registered broker-dealer utilized by the Plan. This broker-dealer will sell the shares on the open market in round lot transactions. The price per share for the shares sold will always be the average weighted price for all shares sold through the Plan on the trade date or dates. In general, sales are made at least once a week. Depending on the number of shares being sold and current trading volume in the shares, sales may be executed in multiple transactions and may be traded on more than one day. The selling price will not be known until the sale is complete. Each batch order sale will incur a flat administrative fee to Broadridge of $15 per transaction request and a brokerage commission fee of $.10 per share sold (no portion of which will be retained by or forwarded to Broadridge).

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? Market Orders - A market order is a request to sell shares promptly at the current market price. Market order sales can be initiated through Broadridge's Shareholder Portal at or by contacting Broadridge at 1-888-225-5799. Market order sale requests will be submitted to a registered broker-dealer utilized by the Plan promptly upon receipt during market hours (normally 9:30 a.m. to 4:00 p.m. Eastern Standard Time). Any orders received after 4:00 p.m. Eastern time will be submitted to a registered broker-dealer utilized by the Plan promptly the next day when the market is open. All market orders are considered irrevocable upon final submission of the order and cannot be cancelled. Depending on the current trading activity of that security, there may not be a market for your request and the order could be cancelled at the end of the trading day resulting in no sale of such shares. To determine if shares were sold, a participating shareholder should check his or her account online at our website or by contacting Broadridge. If the market order sale was not filled and a participating shareholder still wants the shares sold, he or she will need to re-submit the sale request. The price will be the market price of the sale obtained by the broker-dealer utilized by the Plan. Each market order sale will incur a flat administrative fee to Broadridge of $25 per transaction request and a brokerage commission fee of $.10 per share sold (no portion of which will be retained by or forwarded to Broadridge).

? Day Limit Order - A day limit order is an order to sell securities when and if the stock reaches a specific trading price on a specific day. The order is automatically cancelled if the price is not met by the end of that day (or, for orders placed aftermarket hours, the next day the market is open). All limit orders are considered irrevocable upon final submission of the order and cannot be cancelled within market trading hours. Depending on the current trading activity of that security, there may not be a market for your request and the order could be cancelled at the end of the trading day resulting in no sale of such shares. Should you submit a limit order that falls under the current trading price at the time of receipt by the broker-dealer utilized by the Plan, there is a chance the order will be cancelled upon receipt if it exceeds certain pricing thresholds meant to protect you from erroneous entries. Please check your account transaction upon the submission of any limit orders submitted to ensure it was properly received and accepted. The order may be cancelled by the applicable stock exchange or by the broker engaged by Broadridge due to certain restrictions. Each day limit order sale will incur a flat administrative fee to Broadridge of $25 per transaction request and a brokerage commission fee of $.10 per share sold (no portion of which will be retained by or forwarded to Broadridge).

Fractional Shares:

If your account balance falls below one whole share of Sysco Corporation's common stock, Broadridge may, at its discretion, terminate your participation in the Plan. Any fractional shares will be sold by the broker engaged by Broadridge. A check for the value of the fractional shares, less any applicable fees, will be sent to you shortly after.

Broadridge's Responsibilities:

Broadridge will not be liable for, and will be held harmless against, any losses or liability incurred by Plan Participants arising from, related to or in connection with the administration of the Plan or Broadridge's actions or non-actions with respect to the Plan, and Plan Participant shall indemnify and hold harmless Broadridge from all losses and liabilities incurred by Broadridge in connection therewith.

Broadridge is administering this Plan on behalf of Sysco Corporation. Broadridge is not a registered broker-dealer and does not endorse or recommend the services of any brokerage company. Any shareholder utilizing the Plan will not be a brokerage customer of Broadridge. Broadridge's role in administering the Plan is purely ministerial and clerical. Additionally, Broadridge does not warranty or guarantee execution quality or fulfillment of transaction requests.

Shares are not insured by the FDIC or any other governmental agency, are not deposits or other

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